First Amendment to Amended and Restated Employment Agreement among Medical Staffing Network, Inc., MSN Holdings, Inc., and Robert Adamson

Summary

This amendment updates the employment agreement between Medical Staffing Network, Inc., MSN Holdings, Inc., and Robert Adamson. The main change clarifies that transactions under a specific Merger Agreement will not be considered a Change in Control for the purposes of the employment agreement. All other terms of the original agreement remain unchanged. The amendment is effective as of October 26, 2001.

EX-10.3 8 a2069319zex-10_3.txt EXHIBIT 10.3 EXHIBIT 10.3 FIRST AMENDMENT TO THE MEDICAL STAFFING NETWORK, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amendment (the "Amendment") to the Employment Agreement, dated as of August 20, 2001, among Medical Staffing Network, Inc. (the "Company"), MSN Holdings, Inc. ("Holdings") and Robert Adamson (the "Executive") (the "Employment Agreement"), is entered into as of October 26, 2001. WHEREAS, the Company, Holdings and the Executive are presently parties to the Employment Agreement; and WHEREAS, in consideration of the performance of future services by the Executive, the Company, Holdings and the Executive desire to amend the Employment Agreement as set forth herein. NOW, THEREFORE, the Employment Agreement is hereby amended as follows: 1. Section 6(g) is amended by adding new subsection (iv) to the end thereof to read as follows: (iv) Notwithstanding anything herein to the contrary, in no event shall the transactions contemplated by the Merger Agreement constitute a Change in Control hereunder. 2. Except as provided herein and to the extent necessary to give full effect to the provisions of this Amendment, the terms of the Employment Agreement shall remain in full force and effect. [Signatures appear on following page] IN WITNESS WHEREOF, the parties hereto have entered into this Amendment effective as of the date first written above. MEDICAL STAFFING NETWORK, INC. By: /s/ Kevin S. Little ---------------------------------------- Name: Kevin S. Little Title: Secretary MSN HOLDINGS, INC. By: /s/ Kevin S. Little ---------------------------------------- Name: Kevin S. Little Title: Secretary EXECUTIVE /s/ Robert Adamson --------------------------------------------- Robert Adamson